by Divya Vats

According to Section 2(56) of the Companies Act,2013 The Memorandum of
Association of a company is an important corporate document. It is often simply referred to as the Memorandum.

Memorandum has different clauses and the object clause is one of them. Every company is formed for carrying on a specific business activity or purpose.

An objects clause is a provision in a company’s constitution stating the purpose and range of activities for which the company is carried on. Object clause helps to understand the scope of the company.

A company can alter or amend the business activity after complying with the statutory requirements as mentioned under Companies Act,2013 and rules made thereunder.

Procedure for Alteration of Object Clause for Private Limited Company

1. Call Board Meeting by giving notice of not less than 7 days for passing
   the following resolutions:
   a) For alteration in the Memorandum of Association related to change in object clause.
   b) For Fixation day, date, time and Venue for holding General Meeting.
   c) For approving the notice of General Meeting along with
   explanatory statement.
   d) For authorizing Company Secretary or any other Director for issue of Notice of General Meeting.
2. Issue notice of General Meeting to all members, directors
   and auditor of the company at least 21 clear days before the date of General Meeting.
3. Pass Special Resolution for alteration of object clause of memorandum of association of the Company.
4. File Form MGT-14 with Registrar within 30 days of passing special
   resolution along with the following attachments:
   i) Certified True Copy of special resolution passed along with the
   explanatory statement.
   ii) Copy of notice of General Meeting.
   iii) Altered and signed copy of memorandum of association.
   iv) Shorter notice consent of shareholders (if meeting is held at shorter notice).

5. After approval of Form MGT-14, Registrar will issue a certificate of registration of the SR Confirming the Alteration of Object Clause. Certificate will be the conclusive evidence of the alteration made in the Memorandum.
   The alteration shall be complete and effective only on the issue of
   certificate by the Registrar.
   
   Any company registered under this Act or previous Companies Act can not carried on any business activity without alteration in the object clause and register such alteration with the Registrar.
   
   Any activity beyond the object clause of the memorandum is ultra vires and attracts penal actions.

For any Requirements or Queries Contact

Divya Vats
Co-Founder & Director
Compliance Arena
8447773833, 9205080043